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Easterly Government Properties, Inc. (NYSE:DEA) Files An 8-K Other Events

Easterly Government Properties, Inc. (NYSE:DEA) Files An 8-K Other Events

ITEM8.01. Other Events.

Easterly Government Properties, Inc. (the Company) filed with the
Securities and Exchange Commission (the SEC) a prospectus
supplement dated March3, 2017 (the Prospectus Supplement), to
which the Company may offer and sell shares of its common stock
having an aggregate offering price of up to $100,000,000 (the
Shares) from time to time. The Company intends to contribute the
net proceeds from the offering of the Shares to its operating
partnership, Easterly Government Properties LP (the Operating
Partnership), which subsequently intends to use the net proceeds
from the offering of the Shares for general corporate purposes,
which may include the acquisition, development, redevelopment or
improvement of properties; full or partial repayment of debt;
capital expenditures; working capital; and other general
corporate or business purposes.

In connection with the offering, the Company and the Operating
Partnership entered into separate equity distribution agreements,
each dated as of March3, 2017 (the Equity Distribution
Agreements), with each of Citigroup Global Markets Inc., BTIG,
LLC, Jefferies LLC, Raymond James Associates, Inc., RBC Capital
Markets, LLC and SunTrust Robinson Humphrey, Inc., as sales
agents and/or principals (the Managers). to the Equity
Distribution Agreements, the Company may issue and sell the
Shares from time to time through the Managers, as the Companys
sales agents. Sales of Shares, if any, may be made in
transactions that are deemed to be at-the-market offerings as
defined in Rule 415 of the Securities Act of 1933, as amended,
including sales made directly on the New York Stock Exchange,
privately negotiated transactions, which may include block
trades, or otherwise as may be agreed between the Company and the
Managers. Each Manager will receive from the Company a commission
that will not exceed, but may be lower than, 2.0% of the gross
sales price of Shares sold through it as the Companys sales agent
under the applicable Equity Distribution Agreement.

The offering of the Shares to the Equity Distribution Agreements
will terminate upon the earlier of (1)the sale of all of the
Shares subject to the Equity Distribution Agreements or (2)with
respect to a particular Equity Distribution Agreement, the
termination of the Equity Distribution Agreement by either the
Company or the respective Manager.

The Shares will be issued to the Prospectus Supplement and the
Companys shelf registration statement on Form S-3 (File
No.333-210049) filed with the SEC on March9, 2016, which became
effective on May3, 2016.

The form of the Equity Distribution Agreement is filed as Exhibit
1.1 to this Current Report. The description of the Equity
Distribution Agreements does not purport to be complete and is
qualified in its entirety by reference to the form of the Equity
Distribution Agreement filed herewith as an exhibit to this
Current Report.

ITEM9.01 Financial Statements and
Exhibits.

(d)Exhibit:

Exhibit

Description

1.1 Form of Equity Distribution Agreement
5.1

Opinion of Goodwin Procter LLP

23.1

Consent of Goodwin Procter LLP (contained in its opinions
filed as Exhibit 5.1 and incorporated herein by reference)

About Easterly Government Properties, Inc. (NYSE:DEA)
Easterly Government Properties, Inc. is a real estate investment trust (REIT). The Company is focused primarily on the acquisition, development and management of Class A commercial properties that are leased to the United States Government agencies, such as the Drug Enforcement Administration, Federal Bureau of Investigation, Internal Revenue Service, Patent and Trademark Office, Customs and Border Protection, U.S. Forest Service, Immigration and Customs Enforcement, and Department of Transportation. The Company owns approximately 40 properties in the United States, encompassing over 2.6 million square feet in the aggregate. The Company’s properties’ locations include Fresno, California; Arlington, Virginia; San Antonio, Texas; Omaha, Nebraska; Lakewood, Colorado; El Centro, California; Del Rio, Texas; Dallas, texas; Savannah, Georgia; San Diego, California; Sacramento, California; Martinsburg, West Virginia; Albany, New York; Miramar, Florida, and Midland, Georgia. Easterly Government Properties, Inc. (NYSE:DEA) Recent Trading Information
Easterly Government Properties, Inc. (NYSE:DEA) closed its last trading session 00.00 at 20.48 with 168,763 shares trading hands.

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